ACT 125

COMPANIES ACT 1965 (REVISED - 1973)

PART III - CONSTITUTION OF COMPANIES

DIVISION 2 - POWERS

Section 27. Default in complying with requirements as to private companies.

(1) Where, on the application of the Minister with respect to a private company or of any member or creditor of a private company, the Court is satisfied that default has been made in relation to the company in complying with a prohibition of a kind specified in paragraph 15(1)(c) or (d) that is included, or is deemed to be included, in the memorandum or articles of the company the Court may by order determine that, on such date as the Court specifies in its order, the company ceased to be a private company. (2) Where— (a) default has been made in relation to a private company in complying with a limitation of a kind specified in paragraph 15(1)(b) that is included, or is deemed to be included in the memorandum or articles of the company, (b) a private company has been convicted of an offence under subsection (7); (c) the memorandum or articles of a private company have been so altered that they no longer include restrictions, limitations or prohibitions of the kinds specified in subsection 15(1); or (d) a private company has ceased to have a share capital, the Registrar may by notice served on the company determine that, on such date as is specified in the notice, the company ceased to be a private company. (3) Where, under this section, the Court or the Registrar determines that a company has ceased to be a private company— (a) the company shall be a public company and shall be deemed to have been a public company on and from the date specified in the order or notice; (b) the company shall, on the date so specified be deemed to have changed its name by the omission from the name of the word "Sendirian" or the abbreviation "Sdn.", as the case requires; and (c) the company shall, within a period of fourteen days after the date of the order or the notice, lodge with the Registrar— (i) a statement in lieu of prospectus; (ii) a statutory declaration in the prescribed form verifying that paragraph 52(2)(b) has been complied with; and (iii) where an order has been made under subsection (1) an office copy of the order. (4) Where the Court is satisfied that a default or alteration referred to in subsection (1) or (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and equitable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient, determine that the company has not ceased to be a private company. (5) A company that, by virtue of a determination made under this section, has become a public company shall not convert to a private company without the leave of the Court. (6) If default is made in complying with paragraph (3)(c) the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: One thousand ringgit. Default penalty. (7) Where any subscription for shares in or debentures of, or any deposit of money with, a private company is arranged by or through an advocate, broker, agent or any other person (whether an officer of the company or not) who invites the public to make use of his services in arranging investments or who holds himself out to the public as being in a position to arrange investments, the company and every person, including an officer of the company, who is a party to the arrangement shall be guilty of an offence against this Act. Penalty: Imprisonment for †ten years or two hundred and fifty thousand ringgit or both. (8) Where default is made in relation to a private company in complying with any restriction, limitation or prohibition of a kind specified in subsection 15(1) that is included, or deemed to be included, in the memorandum or articles of the company, the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty: Imprisonment for ten years or two hundred and fifty thousand ringgit or both.